Ms. Nona S. Ricafort

May 5, 1997 Ms. Nona S. Ricafort National Council of Women of the Philippines (NCWP) NCWP Headquarters, Philippine Women's University, Malvar Wing, Taft Ave. Manila M a d a m : This refers to your letter dated May 2, 1997 requesting confirmation of your contention that the "Transitory Provision" of the By-laws of the National Council of Women in the Philippines, which allegedly was never made operational, can still be invoked as justification for the extension of the term of office of the current members of the Board/officers of the corporation who were elected in 1995. Further to our letter dated April 28, 1997 addressed to Hon. Leonor Ines Luciano, xerox copy of which is herewith attached for ready reference, please be advised that the Transitory Provision which you claim to have never been operational cannot be invoked as justification for the extension of the term of office of the incumbent Director and Officers of the above-named corporation for the following reasons: 1. The provision is explicit that it applies only to the election of 1990. 2. Assuming that it has never been made operational, the same cannot be enforced inasmuch as the Articles of Incorporation provides only for eleven (11) directors. While a corporation is allowed to provide in its by-laws matters which may be necessary or convenient in its operation, the same must not be inconsistent with the provisions of the Articles of Incorporation; otherwise they would have no binding effect. It is a first requisite of validity that by-laws must be in consonant with and not repugnant to or in contravention of the Articles of Incorporation. Hence, the provisions in the By-laws providing for nineteen (19) Directors and transitory provision are unenforceable . 3. The Commission, on several occasions, had consistently opined that, as a general rule, the regular election of directors and officers as stated in the By-laws cannot be dispensed with or postponed by the Directors and officers in order to extend their term of office as fixed in the By-laws. While " hold over term " may be allowed under Section 23 of the Corporation Code, such situation arises only when no successors are elected due to valid and justifiable reasons . 4. To allow an unjustified " hold over term " of the incumbent Directors and officers would result to injustice to other members who, under the law, are also entitled to exercise the right to vote and be voted for as Directors. In the light of the foregoing, the corporation is hereby advised to hold its regular election on the date provided for under the By-laws of the corporation. llcd Very truly yours, (SGD.) FE ELOISA C. GLORIA Associate Commissioner